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STANLEY BLACK & DECKER, INC.

For the period ended Apr 24, 2026. Filed Mar 6, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 24, 2026 · Filed Mar 6, 2026

SWK$114.85-0.4%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Under §240.14a-12

Stanley Black & Decker, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Fellow Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of Stanley Black & Decker, Inc. (“Stanley Black & Decker” or the “Company”) to be held at 9:30 a.m. EDT on April 24, 2026, which will be held online at www.virtualshareholdermeeting.com/SWK2026 via a virtual Annual Meeting platform that will allow shareholders to participate and submit questions. For further information about how to participate in the Annual Meeting, please see the “Participation in the virtual Annual Meeting” section of this Proxy Statement.

This document includes the Notice of Annual Meeting of Shareholders, a joint letter from the Executive Chair and Lead Independent Director of our Board of Directors and the Proxy Statement. The Proxy Statement describes the business to be conducted at the Annual Meeting and provides other important information about the Company that you should be aware of when you vote your shares.

In our 2026 letter to our shareholders, which is included in our Annual Report, we describe our vision and purpose, strategic initiatives and our financial performance. We are committed to providing our shareholders with long-term value, and we hope that you will find the letter and Annual Report informative. I would like to personally thank you for your continued investment in our Company.

We appreciate and encourage your participation. Whether or not you plan to attend the meeting, your vote is important to us, and we hope that your shares will be represented. PLEASE VOTE BY TELEPHONE OR ON THE INTERNET, OR RETURN A PROPERLY COMPLETED PROXY CARD, AT YOUR EARLIEST CONVENIENCE TO ENSURE YOUR PARTICIPATION AT THE MEETING.

Very truly yours,

Christopher J. Nelson

President & Chief Executive Officer

March 6, 2026

2026 PROXY STATEMENT

Dear Fellow Shareholder:

On behalf of Stanley Black & Decker’s Board of Directors (the “Board”), we look forward to welcoming you to our 2026 Annual Meeting of Shareholders. In advance of our meeting, and reflecting on our achievements in 2025, we write to share more about the Board’s continuing commitment to overseeing the Company with integrity and strong corporate governance practices to generate long-term value for all our shareholders.

Oversight of the Company’s Strategic Priorities, Risk and Culture

As the culmination of a thoughtful and comprehensive succession planning progress, Christopher J. Nelson succeeded Donald Allan, Jr. as the Company’s President and CEO, effective October 1, 2025. Chris has articulated a strategy firmly anchored by three strategic imperatives: activating our brands with purpose, driving operational excellence, and accelerating innovation. The Board plays a critical role in overseeing this strategy. In nearly every Board meeting and executive session, we discuss this strategy and the Company’s progress in achieving its strategic goals, allowing us to challenge assumptions, oversee capital deployment and offer alternative perspectives based on the insights and collective, varied experience of our directors.

The Corporate Governance Committee annually reviews and confirms that the Board and each of its committees maintain the experience and skills needed to adequately oversee the Company, including through review of the results of our annual Board and committee evaluation process. Our Audit Committee works closely with our external auditors, financial management and legal counsel to oversee the Company’s financial, product safety, compliance and other risks. The Compensation and Talent Development Committee reviews executive compensation so that the Company can incentivize ethical, accountable leadership that balances short-term results with long-term, sustainable growth and, together with the full Board, regularly engages with senior management regarding a range of human capital management issues. The Finance and Pension Committee works closely with management to be proactive regarding the Company’s capital structure to manage short-term liquidity as well as long-term financial resilience.

Board Leadership, Composition & Succession

As part of the Board’s succession planning process, the Board implemented a temporary transition in its leadership structure. In connection with the appointment of Mr. Nelson as President and CEO, effective October 1, 2025, Mr. Allan became Executive Chair of the Board and Andrea J. Ayers, then independent Chair, transitioned to serving as Lead Independent Director. Mr. Allan’s tenure as Executive Chair was designed to be limited in duration to facilitate a smooth leadership transition by allowing Mr. Allan to continue to serve as a resource to Mr. Nelson, the Board and the Company, and to assist the Company in navigating the current economic and international trade environment. As part of this succession strategy, effective upon the retirement of Mr. Allan on October 1, 2026, the Board elected Debra A. Crew to serve as independent Chair of the Board. Ms. Crew also succeeded Ms. Ayers as Lead Independent Director, effective January 23, 2026.

In furtherance of the Board’s refreshment process, John L. Garrison, Jr. succeeded Ms. Crew as chair of the Compensation and

Talent Development Committee, effective October 2025, and Jane Palmieri succeeded Michael D. Hankin as chair of the Finance and Pension Committee, effective January 2026.

As part of our ongoing commitment to providing the appropriate mix of skills, perspectives and experiences on the Board, we welcomed independent directors Mary A. Laschinger and Shane M. O’Kelly to the Board in November 2025 and January 2026, respectively. Ms. Laschinger most recently served as Chief Executive Officer and Chair of Veritiv Corporation until her retirement in 2020 and has led global manufacturing and distribution businesses, providing strategic oversight across sales, supply chain, marketing, regulatory affairs and public policy across her 30-year career. Ms. Laschinger’s extensive global expertise in complex manufacturing operations and product management, coupled with a proven record of driving sustainable business growth and operational excellence brings a valuable perspective that we believe will be instrumental in shaping Stanley Black & Decker’s future, helping us achieve our goals of advancing our long-term growth strategy, extending our industry leadership, and delivering sustained value creation for shareholders. Mr. O’Kelly, who serves as President and Chief Executive Officer of Advance Auto Parts, Inc., brings a wealth of expertise in driving both organic and inorganic growth, with deep experience in supply chain management, logistics, and distribution across both business-to-business and business-to-consumer sectors. The Board believes Mr. O’Kelly’s exceptional expertise in customer-focused strategy and operational excellence will significantly enhance the strength and effectiveness of our Board and play a pivotal role as the Company drives forward its strategic priorities. In addition, including Ms. Laschinger and Mr. O’Kelly, seven of our independent director nominees have a tenure on the Board of 5 years or less.

Ms. Ayers will be retiring from the Board effective as of the Annual Meeting after more than eleven years of distinguished service. We would like to thank Ms. Ayers for her exemplary leadership and significant contributions throughout her tenure, particularly during her time as Chair leading the Board through the Company’s transformation.

We believe that our Board reflects the varied set of experiences, perspectives and skills necessary to position the Company for the future.

Actively Engaging with Our Shareholders

During 2025, management and members of our Board participated in valuable discussions with shareholders regarding several key matters including Board, CEO and management succession planning, our executive compensation program and the results of our 2025 say on pay vote, the Board’s transitional leadership structure, Board composition and skill set, human capital management, risk management and sustainability strategy, among others. The Company invited shareholders representing approximately 68% of its outstanding shares to participate in such discussions. Shareholders representing greater than 50% of outstanding shares either accepted the Company’s invitation to have a formal discussion or replied indicating that they were satisfied with recent engagement and an additional meeting was not required. We greatly appreciate the opportunity to hear our shareholders’ perspectives, which are shared with the rest of the Board and with management and incorporated into our discussions and decision-making, and continue to maintain an open dialogue with our shareholders.

Together with our fellow directors, we value your ongoing investment in the Company and thank you for the confidence you have placed in us.

Sincerely
Donald Allan, Jr. Executive ChairDebra A. Crew Lead Independent Director

2026 PROXY STATEMENT

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders:

The Annual Meeting of Shareholders (the “Annual Meeting”) of Stanley Black & Decker, Inc. (the “Company”) will be held virtually at www.virtualshareholdermeeting.com/SWK2026 on April 24, 2026, at 9:30 a.m. EDT for the following purposes:

1To elect the eleven director nominees named in this Proxy Statement;
2To approve, on an advisory basis, the compensation of the Company’s named executive officers;
3To approve the Amended and Restated 2024 Omnibus Award Plan;
4To approve the Audit Committee’s selection of Ernst & Young LLP as the Company’s registered independent public accounting firm for fiscal year 2026;
5To consider and vote on a shareholder proposal if properly presented at the Annual Meeting; and
6To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Shareholders of record at the close of business on February 25, 2026, are entitled to vote at the Annual Meeting and any adjournment or postponement thereof. This Proxy Statement, the Annual Report, and the enclosed proxy card, or the Notice of Internet Availability of Proxy Materials, will first be mailed or made available to our shareholders on March 6, 2026. During the Annual Meeting, shareholders may view the list of shareholders entitled to notice of the meeting by visiting www.virtualshareholdermeeting.com/SWK2026.

Francesca Campbell

Secretary

March 6, 2026

TIME:9:30 a.m. EDT

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on April 24, 2026:

This Proxy Statement, together with the Proxy Card and our Annual Report, are available at www.proxyvote.com.

2026 PROXY STATEMENT

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.